Braveheart Investment Group plc Partial Disposal of Investment in Gyrometric (3556Y)
21 August 2018 - 4:00PM
UK Regulatory
TIDMBRH
RNS Number : 3556Y
Braveheart Investment Group plc
21 August 2018
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")
21 August 2018
Braveheart Investment Group plc
("Braveheart" or the "Company")
Partial investment disposal and share exchange with Strat Aero
plc
Braveheart Investment Group plc (AIM:BRH), the fund management
and strategic investor group, is pleased to report that agreement
has been reached to exchange part of its holding in GyroMetric
Systems Limited ("GyroMetric") in return for the issue of ordinary
shares in Strat Aero plc ("Strat Aero"). This agreement is subject
to approval of all the GyroMetric shareholders and the pre-emption
rights of minority shareholders, which could result in Braveheart
receiving payment from minority shareholders in cash for up to 22
per cent. of the consideration receivable, thus reducing the
consideration and number of shares receivable from Strat Aero.
Under the agreement, Strat Aero, which already has a holding of
33.7 per cent. of the fully diluted of GyroMetric, has agreed to
acquire 228,000 shares in GyroMetric from Braveheart, for a
consideration of GBP273,600 satisfied by the issue of 23,791,304
new shares in Strat Aero ("Strat Aero Consideration Shares"). As a
result, Braveheart's holding in GyroMetric will reduce from a fully
diluted 37.3 per cent. (fully diluted for "in the money" options)
to a fully diluted 18.2 per cent. and Braveheart will hold an
interest in Strat Aero of approximately 7 per cent. of the enlarged
issued share capital of Strat Aero. As a result of the transaction
Strat Aero's holding in GyroMetric could increase up to 52.8 per
cent. of the fully diluted share capital of Gyrometric, dependent
on the level of take-up of pre-emption rights by minority
shareholders in GyroMetric.
Trevor Brown, the Chief Executive of Braveheart is a director of
Strat Aero and together with the other directors of Strat Aero hold
more than 30 per cent. of the shares in Strat Aero. Accordingly,
Strat Aero is treated as a related party under the AIM Rules.
The independent Directors (which excludes Trevor Brown) ("the
Independent Directors") believe that this transaction will provide
greater liquidity over a part of its investment portfolio and
enable GyroMetric to take advantage of synergies with Geocurve
Limited ("Geocurve"), a wholly owned subsidiary of Strat Aero, and
thereby improve GyroMetric's long term prospects and ultimately the
value of Braveheart's remaining holding.
The Independent Directors consider, having consulted with
Allenby Capital Limited, the Company's Nominated Adviser, that the
terms of the sale of the holding in GyroMetric are fair and
reasonable insofar as the shareholders of Braveheart are
concerned.
This transaction is also subject to admission to trading on the
AIM market of the Strat Aero Consideration Shares, which is
expected to take place soon after the necessary approval from
GyroMetric shareholders are obtained.
At 31 March 2018, the 228,000 shares in GyroMetric had a book
value of GBP120,156. On ultimate sale, Braveheart has an obligation
to share part of the profits arising on the sale of the GyroMetric
and Strat Aero holdings with the prior owners of the GyroMetric
shares, which it estimates to amount, at the above valuations, to
approximately GBP100,000.
A further announcement will be made in due course.
Viv Hallam, Executive Director of Braveheart, said: "Braveheart
will continue to be closely involved in the development of the
Gyrometric business and retains an 18% holding. We believe that
closer working with Geocurve will be highly beneficial to
Gyrometric. This transaction, at a premium to GyroMetric's most
recent investment round provides liquidity to our investment
portfolio and enhances the prospects for GyroMetric, where we are
pleased to continue to be closely involved through our
holding."
For further information:
Braveheart Investment Group plc Tel: 01738 587555
Viv Hallam, Executive Director
Allenby Capital Limited (Nominated Adviser Tel: 020 3328 5656
and Joint Broker)
David Worlidge / Nicholas Chambers
Peterhouse Capital Limited (Joint Broker) Tel: 020 7469 0936
Heena Karani / Lucy Williams
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END
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